<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB

(Mark One)

 X   Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
---  of 1934

     For the quarterly period ended March 31, 1997.
                                    -------------- 

                                      or
 
     Transition Report under Section 13 or 15(d) of the Securities Exchange Act
---  of 1934

     For the transition period from ----------- to ----------.

                         Commission File No.  0-23980
                                              -------

                      Georgia Bank Financial Corporation
                      ----------------------------------
            (Exact name of registrant as specified in its charter)

         Georgia                                           58-2005097
         -------                                           ----------
(State of Incorporation)                   (I.R.S. Employer Identification No.)


                   3530 Wheeler Road, Augusta, Georgia 30909
                   -----------------------------------------
                   (Address of principal executive offices)


                                (706) 738-6990
                                --------------
               (Issuer's telephone number, including area code)


                                Not Applicable
                                --------------
       (Former name, former address and former fiscal year, if changed 
                             since last report)  


     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X  No
                                                                      ---    ---

                     APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

     1,542,368 shares of common stock, $3.00 par value per share, issued and
outstanding as of March 31, 1997.

     Transitional Small Business Disclosure Format (check one): Yes      No  X
                                                                    ---     ---
<PAGE>
 
                       GEORGIA BANK FINANCIAL CORPORATION
                                  FORM 10-QSB
                                     INDEX

<TABLE> 
<CAPTION> 
                                                                            PAGE
<S>                                                                         <C>   
PART I
      Item 1.  Financial Statements (Unaudited)
 
               Condensed Consolidated Balance Sheets as of March 31,  
               1997 and December 31, 1996                                    3
               Condensed Consolidated Statements of Income for the 
               quarter ended March 31, 1997 and March 31, 1996 and
               the three months ended March 31, 1997 and March 31, 1996      4
               Condensed Consolidated Statement of
               Cash Flows for the three months ended March 31, 1997
               and March 31, 1996                                            5
               Notes to Consolidated Financial Statements                    6
               
 
      Item 2.  Management Discussion and Analysis of
               Financial Condition and Results of Operations                 7
                                      
 
PART II  Other Information                                                  13
      Item 1.  Legal Proceedings                                             *
      Item 2.  Changes in Securities                                         *
      Item 3.  Defaults Upon Senior Securities                               *
      Item 4.  Submission of Matters to a Vote of Security-Holders           *
      Item 5.  Other Information                                             *
      Item 6.  Exhibits and Reports on Form 8-K                              *
 
SIGNATURE                                                                   14
</TABLE> 
 
* No information submitted under this caption

                                       1
<PAGE>


                                    PART I

                             FINANCIAL INFORMATION
 
               GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                          Consolidated Balance Sheets
                                     ASSETS

<TABLE>
<CAPTION>
                                                            March 31,
                                                               1997                December 31,
                                                           (Unaudited)                 1996
                                                          --------------------------------------
<S>                                                       <C>                  <C>
Cash and due from banks                                    $ 13,703,894             $ 10,550,857
Federal funds sold                                            5,740,000                1,520,000
                                                          --------------       -----------------
    Cash and cash equivalents                                19,443,894               12,070,857
                                                                                   
Investment Securities                                                              
   Available-for-sale                                        58,686,738               52,819,926
   Held-to-maturity (market values of                                              
       $4,526,726 and $4,513,828, respectively)               4,548,913                4,491,145
                                                                                   
                                                                                   
Loans                                                       143,065,221              135,212,336
   Allowance for loan losses                                 (1,564,477)              (1,467,702)
                                                          --------------       -----------------
                                                            141,500,744              133,744,634
                                                                                   
Premises and equipment, net                                   8,910,149                8,927,402
Accrued interest receivable                                   1,438,605                1,494,291
Prepaid expenses                                                355,221                  371,385
Intangible assets                                               808,639                  878,089
Other assets                                                  1,198,773                1,209,953
                                                          --------------       ----------------- 
                                                           $236,891,676             $216,007,682
                                                          ==============       =================
                                                                                   
                        LIABILITIES AND STOCKHOLDERS' EQUITY 
Deposits                                                                           
     Non-interest bearing                                  $ 34,471,161               33,306,103
     Interest bearing                                                              
        NOW accounts                                         29,457,256               23,942,118
        Savings                                              53,237,740               43,557,783
        Money management accounts                            21,741,972               21,241,122
        Time deposits over $100,000                          35,070,992               31,122,021
        Other time                                           41,218,305               42,498,381
                                                          --------------       -----------------
                                                            215,197,426              195,667,528
Federal funds purchased and securities sold   
    under repurchase agreements                               2,311,908                1,225,294
Accrued interest and other liabilities                        1,669,466                1,580,714
Other borrowed funds                                          1,173,335                1,186,668
                                                          --------------       -----------------
          Total liabilities                                 220,352,135              199,660,204
                                                          --------------       -----------------
                                                                   
Stockholders' equity                                               
  Common Stock, par value $3.00; 10,000,000 shares                 
     authorized; shares issued and outstanding of                                               
     1,542,368 in 1997 and 1996                               4,627,104                4,627,104
  Additional paid in capital                                 10,337,222               10,337,222
  Retained Earnings                                           2,050,696                1,564,330
  Unrealized loss on securities available-for-sale                                                              
     net of deferred income taxes of $256,029 in                                                                  
     1997 and $97,558 in 1996                                  (475,481)                (181,178)
                                                          --------------       -----------------
          Total stockholders' equity                         16,539,541               16,347,478
                                                          --------------       ----------------- 
                                                          --------------       -----------------  
                                                           $236,891,676             $216,007,682
                                                          ==============       =================
</TABLE> 

See notes to consolidated financial statements.

                                       2
<PAGE>
 
               GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                       Consolidated Statements of Income
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                                     Three Months Ended March 31,
                                                              --------------------------------------
                                                                  1997                     1996
                                                              ---------------          -------------
<S>                                                           <C>                      <C> 
Interest Income                                                                        
   Loans                                                          $3,323,737              $2,946,870
   Investment securities                                             966,920                 537,102
   Federal funds sold                                                 62,150                 108,383
                                                              ---------------          ------------- 
                                                                   4,352,807               3,592,355
                                                              ---------------          ------------- 
Interest Expense                                                                       
   Deposits                                                        1,969,928               1,659,084
   Federal funds purchased and securities sold                                                                    
       under repurchase agreements                                    13,951                   6,348
   Loans and borrowings                                                2,796                  55,493
                                                              ---------------          ------------- 
                                                                   1,986,675               1,720,925
                                                              ---------------          -------------
                                                                                       
Net Interest Income                                                2,366,132               1,871,430
                                                                                       
Provision for loan losses                                             93,750                  65,000
                                                              ---------------          -------------
                                                                                       
Net interest income after provision for loan losses                2,272,382               1,806,430
                                                              ---------------          -------------
                                                                                       
Non-interest Income                                                                    
   Service charges and fees                                          551,051                 417,447
   Miscellaneous income                                                3,174                   5,801
   Investment securities gains (losses)                               (9,132)                (29,658)
                                                              ---------------          -------------
                                                                     545,093                 393,590
                                                              ---------------          -------------
                                                                                       
Non-interest expense                                                                   
   Salaries                                                          845,701                 687,536
   Employee benefits                                                 198,950                 155,086
   Occupancy                                                         405,751                 311,518
   Other operating expenses                                          603,707                 483,014
                                                              ---------------          ------------- 
                                                                  2,054,109               1,637,154
                                                              ---------------          -------------
                                                                                       
Income before taxes                                                  763,366                 562,866
                                                                                       
Provision for income taxes                                           277,000                 209,042
                                                              ---------------          -------------
Net Income                                                        $  486,366              $  353,824
                                                              ===============          =============
                                                                                       
Earnings per common share:                                                             
   Weighted average number of common                                                   
     shares outstanding                                            1,542,368               1,542,701
                                                                                       
   Net income per share                                                $0.32                   $0.23
                                                              ===============          =============
</TABLE> 
 
See notes to consolidated financial statements.

                                       3
<PAGE>
 
               GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                     Consolidated Statements of Cash Flows

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                             Three Months Ended March 31,
                                                                              1997                 1996
                                                                          ------------         ------------ 
<S>                                                                       <C>                  <C> 
Cash flows from operating activities                                                           
Net Income                                                                $    486,366         $    353,824
  Adjustments to reconcile net income to net cash                                              
      provided by operating activities                                                         
      Depreciation and amortization                                            249,555              243,586   
      Provision for loan losses                                                 93,750               65,000
      Loss on sale of investment securities                                      9,132               29,658
      Amortization (accretion) of premium/discount                                             
         on investment securities                                              (21,693)              (6,662)
      Loss on sale of other real estate                                         24,009                    -
      Real estate loans originated for sale                                 (3,208,600)          (5,434,962) 
      Proceeds from sale of real estate loans                                3,686,058            4,997,507
      Net decrease in accrues interest receivable                               55,686              216,085
      Net decrease (increase) in prepaid expense                                16,164              (34,078)
      Net increase in other assets                                            (129,784)              (4,604)
      Net increase in accrued interest and other liabilities                   356,133              126,858
                                                                          ------------         ------------  
         Net cash provided by operating activities                           1,616,776              552,212
                                                                          ------------         ------------  
                                                                                               
Cash flows from investing activities                                                           
      Proceeds from sales and maturities of investment securities            4,472,659           11,058,762
      Purchase of investment securities                                    (10,837,453)         (13,424,289)
      Net increase in loans                                                 (8,338,253)          (4,479,228)
      Net purchase of premises and equipment                                  (162,852)             (93,518)
                                                                          ------------         ------------  
         Net cash used in investing activities                             (14,865,899)          (6,938,273)
                                                                          ------------         ------------ 
                                                                                               
Cash flows from financing activities                                                           
      Net increase in deposits                                              19,438,572           17,236,221
      Net increase (decrease) in federal funds purchased and securities                        
         sold under repurchase agreements                                    1,086,615             (444,719) 
      Payments on notes and bonds payable                                      (13,333)            (413,333)
      Proceeds from sale of other real estate                                  110,306                    -
      Reverse stock split                                                            -                    -
                                                                          ------------         ------------  
         Net cash provided by financing activities                          20,622,160           16,378,169
                                                                          ------------         ------------ 
                                                                                               
         Net increase (decrease) in cash and cash equivalents                7,373,037            9,992,108 
                                                                                               
Cash and cash equivalents at beginning of period                            12,070,857           12,725,123
                                                                          ------------         ------------ 
Cash and cash equivalents at end of period                                $ 19,443,894         $ 22,717,231
                                                                          ============         ============
</TABLE> 
  
See notes to consolidated financial statements.

                                       4
<PAGE>
 
               GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY

             Notes to Condensed Consolidated Financial Statements

                     March 31, 1997 and December 31, 1996

Note 1 - Basic presentation

The accompanying financial statements include the accounts of Georgia Bank
Financial Corporation and its wholly-owned subsidiary, Georgia Bank & Trust
Company. Significant intercompany transactions and accounts are eliminated in
consolidation.

The financial statements for the three months ended March 31, 1997 and 1996 are
unaudited and have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. These consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's annual report for the year ended December 31, 1996.

The financial information included herein reflects all adjustments (consisting
of normal recurring adjustments) which are, in the opinion of management,
necessary to a fair presentation of the financial position and results for
interim periods.

Note 2 - Stockholder's equity

On August 21, 1996, the Company's Board of Directors approved a 15% stock
dividend payable on September 25, 1996 to shareholders of record on September 4,
1996. All weighted average share and per share information in the accompanying
financial statements has been restated to reflect the effect of the additional
shares outstanding resulting from the stock dividend.

                                       5

<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


Net Income
----------

The Company's net income was $486,000 for the first quarter of 1997, an increase
of $132,000 (37.2%) compared to net income of $354,000 for the first quarter of
1996. Earnings per share were $0.32 in 1996 compared to $0.23 for the first
quarter 1996, an increase of 39%. Total assets increased to $237 million, an
increase of $21 million (9.7%) from year end 1996 and $41 million (20.9%) over
the comparable period in 1996.

For the first quarter, the increase in net income resulted from an increase in
net interest income of $495,000 and an increase in non-interest income of
$151,000. The Company's provision for loan losses during the quarter was an
additional $29,000 and non-interest expense increased $417,000. Income before
taxes increased $200,000 (35.5%) and was partially offset by an increase in
income tax expense of $68,000.

The return on average assets for the Company was 0.86% for the quarter ended
March 31, 1997, compared to 0.77% for the same period last year. The return on
average equity for the period increased to 11.83%, compared to 9.72% for the
comparable period in 1996.

Net Interest Income
-------------------

Net interest income increased $495,000 (26.5%) during the first quarter over the
comparable period in 1996, primarily due to increases in interest earning asset
balances. Interest earning assets increased $18.0 million (9.3%) during the
period over year end 1996 and $38.3 million (22.0%) over the comparable period
in 1996. Loans, the highest yielding component of interest earning assets,
increased $7.9 million (5.8%) over year end 1996 and $17.8 million (14.2%) over
the comparable period in 1996. Investments in securities increased $5.9 million
(10.3%) over year end and $25.6 million (68.1%) over the first quarter of 1996.
Federal Funds sold increased over year end by $4.2 million, but decreased $5.1
million from the comparable period in 1996. The increase in Federal Funds sold
during the first quarter is attributable to growth in both non-interest and
interest-bearing deposits. This growth in Federal Funds is temporary as most of
these assets will be reinvested in higher yielding loans and securities.

Interest Income
---------------

Interest income increased $339,000 for the first quarter of 1997 from the fourth
quarter of 1996 and increased $761,000 (21.2%) over the comparable quarter in
1996. Interest income on loans increased $237,000 (7.7%) for the first quarter
when compared to fourth quarter 1996, and increased $377,000 (12.8%) over the
comparable quarter of 1996. Interest income earned on investment securities
increased $95,000 (10.9%) for the quarter over the fourth quarter of 1996 and
$430,000 (80.0%) over the first quarter of 1996

                                       6

<PAGE>
 
primarily as a result of higher volumes. Interest income from Federal Funds sold
is anticipated to decrease as these assets are reinvested in higher yielding
loans and investment securities.

Interest Expense
----------------

Interest expense totaled $2.0 million for the first quarter, an increase of
$49,000 (2.5%) over the fourth quarter of 1996, and an increase of $266,000
(15.5%) over the comparable quarter in 1996. The increase for the quarter is the
result of both higher volumes of interest-bearing deposits and an increase in
rates. The increase over the prior year is the result of increased interest-
bearing balances. Interest-bearing balances increased $18.3 million (11.3%) for
the first quarter over year end and $36.0 million (24.9%) over the comparable
period in 1996.

Non-interest Income
-------------------

Non-interest income (excluding investment securities gains and losses) for the
first quarter decreased $157,000 (22.1%) below the fourth quarter of 1996 but
reflected an increase of $131,000 (30.9%) above the first quarter of 1996. The
decrease from the fourth quarter is a result of the decrease in secondary market
mortgage sales while the increase over the first quarter of 1996 reflects
increased volumes and increases in service charges and fees on deposit accounts.

Non-interest Expense
--------------------

Non-interest expense totaled $2.1 million for the first quarter, an increase of
$170,000 (9.1%) over the fourth quarter of 1996 and an increase of $417,000
(25.4%) over the comparable period in 1996. Increases for the respective periods
are attributable to increases in salary and benefits expense of $91,000 (9.6%)
and $202,000 (23.4%), respectively, an increase in occupancy expense of $226,000
(125.5%) for the quarter and of $94,000 (30.2%) over the comparable period in
1996. Other operating expenses decreased $157,000 (20.6%) when compared to the
fourth quarter of 1996 and increased $121,000 (25.0%) over the previous year.

The increases are the result of the continued expansion in the Company's local
market that is reflected in additions to staff and the higher occupancy and
operating expenses associated with operating seven banking offices . Management
continues to focus on expense control and improving operating efficiencies.

Income taxes
------------

Income taxes in the first quarter of 1996 totaled $277,000, an increase of
$68,000 above the first quarter of 1996 as a result of increased income before
tax income. Effective tax rates remained comparable for the periods.

                                       7

<PAGE>
 
Asset Quality
-------------

The table on page 10 shows the current and prior period amounts of non
performing assets. Non-performing assets were $1.6 million at March 31, 1997,
compared to $1.9 million at December 31, 1996 and $1.7 million at March 31,
1996. The ratio of non-performing loans to total loans and other real estate was
1.09% at March 31, 1997, down from 1.40% at December 31, 1996 and down from
1.13% at March 31, 1996. Reduction of non-performing assets continues to be a
management priority. The efforts of management are reflected in the decrease.

Loans past due 90 days or more and still accruing increased to $343,000, up from
$131,000 at December 31, 1996 and $322,000 at March 31, 1996. Based upon
information available to it, management believes that the value of collateral
securing each loan is sufficient to cover principal and interest.

Additions to the allowance for loan losses are made periodically to maintain the
allowance at an appropriate level based upon management's analysis of potential
risk in the loan portfolio. The amount of the loan loss provision is determined
by an evaluation of the level of loans outstanding, the level of non-performing
loans, historical loan loss experience, delinquency trends, the amount of actual
losses charged to the reserve in a given period, and assessment of present and
anticipated economic conditions. A provision for losses in the amount of $94,000
was charged to expense for the first quarter ended March 31, 1997. Recoveries of
$28,000 exceeded charge-offs of $26,000 resulting in a $2,000 addition to the
reserve during the first quarter. At March 31, 1997, the ratio of allowance for
loan losses to total loans was 1.09%, the same level as at December 31, 1995 and
at March 31, 1996. Management considers the current allowance for loan losses
appropriate based upon its analysis of the potential risk in the portfolio,
although there can be no assurance that the assumptions underlying such analysis
will continue to be correct.

Liquidity and Capital Resources
-------------------------------

The Company's liquidity remains adequate to meet operating and loan funding
requirements. The loan to deposit ratio at March 31, 1997 was 66.48% compared to
69.10% at December 31, 1996 and 71.86 at March 31, 1996. This reduction in the
loan to deposit ratio and resulting increase in liquidity is due to the fact
that total deposit balances increased $19.5 million during the first quarter
while loans increased $7.9 million. Total deposits increased $40.8 million and
loans $17.8 million when compared to March 31, 1996.

Shareholders equity to total assets was 6.98% at March 31, 1997, compared to
7.57% at December 31, 1995. This decrease reflects the $20.8 million growth of
total assets during the first quarter. The capital of the Company and the Bank
exceeded all required regulatory guidelines at March 31, 1997. The Company's
Tier 1 risk-based, total risk-

                                       8

<PAGE>
 
based and the leverage capital ratios were 10.16%, 11.14%, and 7.26%
respectively at the end of the first quarter, 1997. The schedule on page 12
reflects the current capital levels in more detail, including comparisons to
regulatory requirements.

Cautionary Note Regarding Forward-Looking Statements
----------------------------------------------------

The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
shareholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results may differ
materially from the results anticipated in these forward-looking statements due
to a variety of factors, including governmental monetary and fiscal policies, on
deposit levels, loan demand, loan collateral values, securities portfolio values
and interest rate risk management; the effects of competition in the banking
business from other commercial banks, savings and loan associations, mortgage
banking firms, consumer finance companies, credit unions, securities brokerage
firms, insurance companies, money market mutual funds and other financial
institutions operating in the Company's market area and elsewhere, including
institutions operating through the Internet; changes in government regulations
relating to the banking industry, including regulations relating to branching
and acquisitions; failure of assumptions underlying the establishment of
reserves for loan losses, including the value of collateral underlying
delinquent loans, and other factors. The Company cautions that such factors are
not exclusive. The Company does not undertake to update any forward-looking
statements that may be made from time to time by, or on behalf of, the Company.

                                       9

<PAGE>
                      GEORGIA BANK FINANCIAL CORPORATION
                          CONSOLIDATED FINANCIAL DATA
                            (Dollars in Thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                      Three Months Ended March 31,
                                     ------------------------------
PROFITABILITY                          1997                 1996
-------------                          ----                 ----   
<S>                                  <C>                    <C> 
Return on average assets *              0.86%                0.77%
 
Return on average equity *             11.83%                9.72%
 

ALLOWANCE FOR LOAN LOSSES
---------------------------
 
Beginning balance, January 1           $1,468               $1,335
Provision charged to expense               94                   65
Recoveries                                 28                    9
Loans charged off                          26                   40
Ending balance, March 31               $1,564               $1,369
</TABLE> 

<TABLE> 
<CAPTION>  
NON-PERFORMING ASSETS          March 31, 1997  December 31, 1996    March 31, 1996
---------------------
<S>                            <C>             <C>                  <C>  
Non-accrual loans                  $1,536               $1,739             $1,671
Other real estate owned                27                  150                 75
Restructured loans                     --                   --                 --
                                 --------          -----------         ----------
Total non-performing assets        $1,563               $1,889             $1,746
                                 ========          ===========         ==========
LOANS PAST DUE 90 DAYS OR
MORE AND STILL ACCRUING            $  343               $  131             $  322
                                 ========          ===========          =========
</TABLE> 
 
*  Annualized

                                      10
<PAGE>
                      GEORGIA BANK FINANCIAL CORPORATION
                                      AND
                         GEORGIA BANK & TRUST COMPANY
                        REGULATORY CAPITAL REQUIREMENTS
                                MARCH 31, 1997
                            (Dollars in Thousands)
 
<TABLE> 
<CAPTION> 
                                 Actual            Required           Excess
                              Amount  Percent   Amount   Percent   Amount  Percent
                            ------------------------------------------------------
<S>                         <C>       <C>       <C>      <C>       <C>     <C>    
GEORGIA BANK FINANCIAL 
CORPORATION
 
Risk-based capital:
   Tier 1 capital             16,207    10.16%   6,383   4.00%     9,824   6.16%
   Total capital              17,771    11.14%  12,765   8.00%     5,006   3.14%
Tier 1 leverage ratio         16,207     7.26%  11,162   5.00%     5,045   2.26%
 
 
GEORGIA BANK & TRUST
COMPANY
 
Risk-based capital:
   Tier 1 capital             14,894     9.42%   6,321   4.00%     8,573   5.42%
   Total capital              16,458    10.41%  12,643   8.00%     3,815   2.41%
Tier 1 leverage ratio         14,894     6.72%  11,088   5.00%     3,806   1.72%
</TABLE>

                                      11
 
<PAGE>

                                    PART II

                               OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS.

     There are no material pending legal proceedings to which the Company or any
of its subsidiaries is a party or of which any of their property is subject.

ITEM 2.        CHANGES IN SECURITIES.

     (a)   Not applicable.

     (b)   Not applicable.

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES.

     Not applicable.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

     None.

ITEM 5.        OTHER INFORMATION.

     None.

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K.

     (a)   Exhibits

           None.

     (b)   Reports on Form 8-K

           None.

                                      12
 
<PAGE>

                       GEORGIA BANK FINANCIAL CORPORATION
                             Form 10-QSB Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
                             GEORGIA BANK FINANCIAL CORPORATION
                             
                             
                             
Date:     May 8, 1997        By: /s/ Ronald L. Thigpen
    -----------------           ---------------------------------
                                    Ronald L. Thigpen
                                    Senior Vice President, Chief Financial
                                    Officer (Duly Authorized Officer of
                                    Registrant and Principal Financial Officer)

                                      13